Robex Resources Inc. — M&A Activity 2025

Oct 15, 2025

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Form 51-102F3
Material Change Report

Item 1 Name and Address of Company
Robex Resources Inc. ("Robex")
2875 Laurier Boulevard, Suite 1000
Québec, Québec, G1V 2M2
Canada

Item 2 Date of Material Change
October 5, 2025

Item 3 News Release
Robex issued a news release with respect to the material change on October 5, 2025 through the facilities of Globe Newswire and subsequently filed a copy of the news release on SEDAR+ at www.sedarplus.ca under Robex's issuer profile.

Item 4 Summary of Material Change
On October 5, 2025, Robex entered into a definitive arrangement agreement (the "Arrangement Agreement") with Predictive Discovery Limited ("PDI") and 9548-5991 Québec Inc., a wholly owned subsidiary of PDI (the "Purchaser"), to combine the businesses of Robex and PDI in a merger of equals transaction, pursuant to which PDI has agreed, subject to the terms and conditions of the Arrangement Agreement, to acquire all of the issued and outstanding common shares of Robex (the "Robex Shares" and each, a "Robex Share") by way of a statutory plan of arrangement (the "Plan of Arrangement") under Chapter XVI – Division II of the Business Corporations Act (Québec) (the "Arrangement").

Item 5.1 Full Description of Material Change
On October 5, 2025, Robex entered into the Arrangement Agreement with PDI and the Purchaser to combine the businesses of Robex and PDI in a merger of equals transaction, pursuant to which PDI has agreed, subject to the terms and conditions of the Arrangement Agreement, to acquire all of the issued and outstanding Robex Shares by way of the Plan of Arrangement.

Summary of Transaction Terms
Under the Plan of Arrangement and in accordance with the terms of the Arrangement Agreement, shareholders of Robex ("Robex Shareholders") will be entitled to receive 8.667 fully paid ordinary shares of PDI ("PDI Shares") for each Robex Share (the "Exchange Ratio") held immediately prior to the effective time of the Arrangement (the "Effective Time").

In addition, under the Plan of Arrangement and in accordance with the Arrangement Agreement, (i) all options to purchase Robex Shares outstanding immediately prior to the

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Effective Time shall remain outstanding in accordance with their terms and the terms of the applicable Robex incentive plan that governed such Robex option provided that each option shall be exercisable to acquire such number of PDI Shares at such exercise price as is adjusted in accordance with the Exchange Ratio, (ii) all deferred share units of Robex outstanding immediately prior to the Effective Time (whether vested or unvested) shall remain outstanding in accordance with their terms and the terms of the applicable Robex incentive plan that governed such Robex deferred share unit provided that they shall, if vested or upon vesting, entitle the holder thereof to receive from PDI either (a) such number of PDI Shares based on the Exchange Ratio or (b) a cash payment based on the Exchange Ratio, (iii) all performance share units of Robex outstanding immediately prior to the Effective Time shall remain outstanding in accordance with their terms and the terms of the applicable Robex incentive plan that governed such Robex performance share units provided that they shall, if vested or upon vesting, entitle the holder thereof to receive from PDI such number of PDI Shares based on the Exchange Ratio, and (iv) all warrants to purchase Robex Shares outstanding immediately prior to the Effective Time shall remain outstanding in accordance with their terms (and, in the case of the Robex warrants issued under the warrant agency agreement between Robex and Computershare Trust Company of Canada dated June 27, 2024, in accordance with the terms of such warrant agency agreement) provided that they shall be exercisable to acquire such number of PDI Shares at such exercise price as is adjusted in accordance with the Exchange Ratio.

The Arrangement is subject to the satisfaction of closing conditions customary for a transaction of this nature, including the approval of the Superior Court of Québec and the TSX Venture Exchange ("TSX-V"). The Arrangement will require the approval of (a) at least 66⅔% of the votes cast by Robex Shareholders, and (b) if necessary, a simple majority of the votes cast by Robex Shareholders excluding for this purpose the votes held by any person required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, in each case, voting in person or represented by proxy at a special meeting of Robex Shareholders to consider the Arrangement (the "Robex Meeting").

Voting Support Agreements

In connection with the Arrangement, two of Robex's largest shareholders, the Cohen Group and Eglinton Mining, who in aggregate own approximately 25.2% of the issued and outstanding Robex Shares, have entered into separate voting support agreements with PDI pursuant to which they have agreed to vote their Robex Shares in favour of approving the Arrangement at the Robex Meeting.

Additionally, all of the directors and certain members of senior management of Robex, who in aggregate own approximately 0.3% of the issued and outstanding Robex Shares, have entered into voting support agreements with PDI pursuant to which they agreed to vote their Robex Shares in favour of approving the Arrangement at the Robex Meeting.

Certain Other Terms and Conditions of the Arrangement Agreement

The Arrangement Agreement includes customary representations and warranties for a transaction of this nature as well as customary interim period covenants regarding the operation of Robex's and PDI's businesses. The Arrangement Agreement also includes customary reciprocal deal protections, including fiduciary-out provisions, non-solicitation

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covenants, and a right to match any superior proposals. The Arrangement Agreement includes reciprocal termination fees of A$37 million payable by PDI or Robex, as applicable, in the event the Arrangement Agreement is terminated in certain circumstances.

Board of Directors' Recommendations

After consultation with its outside financial and legal advisors, the board of directors of PDI unanimously approved the Arrangement.

Robex appointed a special committee of independent directors (the "Robex Special Committee") to consider and make a recommendation to the board of directors of Robex (the "Robex Board") with respect to the Arrangement. Based on the unanimous recommendation of the Robex Special Committee, and after consultation with its outside financial and legal advisors, the Robex Board unanimously approved the Arrangement and has determined that the Arrangement is in the best interests of Robex, and that the consideration to be received by Robex Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Robex Shareholders. The Robex Board unanimously recommends that Robex Shareholders vote in favour of approving the Arrangement at the Robex Meeting.

Fairness Opinion

Canaccord Genuity Corp. has provided a fairness opinion to the Robex Board and Cormark Securities Inc. has provided a fairness opinion to the Robex Special Committee (collectively, the "Fairness Opinions" and each a "Fairness Opinion"), to the effect that, as of the date of each such Fairness Opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by Robex Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Robex Shareholders.

Additional Information

Further details regarding the terms of the Arrangement are set out in the Arrangement Agreement, which is available on SEDAR+ at www.sedarplus.ca under Robex's issuer profile.

Additional information regarding the Arrangement, the background to the Arrangement, the rationale for the recommendations of the Robex Special Committee and the Robex Board, and how Robex Shareholders can participate in, and vote at, the Robex Meeting will be provided in the management information circular of Robex (the "Circular"), which will also be filed on SEDAR+ at www.sedarplus.ca under Robex's issuer profile in due course. Shareholders are urged to read the Arrangement Agreement, the Circular and other relevant materials when they become available.

Item 5.2 Disclosure for Restructuring Transactions

Not Applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not Applicable.

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Item 7 Omitted Information

Not Applicable.

Item 8 Executive Officer

Alain William
Chief Financial Officer
2875 Laurier Boulevard, Suite 1000
Québec, Québec, G1V 2M2
Canada

Item 9 Date of Report

October 15, 2025.

Forward-looking Statements

This material change report includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "forecast", "expect", "potential", "project", "target", "schedule", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives and grammatical variations thereof. All statements other than statements of historical fact included in this material change report, including, without limitation, statements with respect to the proposed Arrangement and the terms thereof, the anticipated filing of materials on SEDAR+, the completion of the Arrangement, including, and the receipt of all necessary court, shareholder and regulatory approvals and timing thereof. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the ability to obtain approvals in respect of the Arrangement and to consummate the Arrangement on the timing envisioned (or at all). Forward-looking statements involve numerous risks and uncertainties. Such factors may include, but are not limited to, risks related to the closing of the Arrangement, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary approvals, licenses and permits and diminishing quantities or grades of reserves, political and social risks (including, but not limited to, in Guinea, Ivory Coast, Mali and West Africa more broadly), changes to the legal and regulatory framework within which PDI and Robex operate or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation, as well as other risks detailed herein and from time to time in the filings made by Robex with securities regulators. Although Robex has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Robex disclaims any intention or obligation to update or revise any

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  forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.